Advertising Terms and Agreements

1. TERMS: This agreement shall commence upon the effective date, unless terminated as provided herein, shall remain in effect for (your period) months/ years from the start date of the insertion order

2. TERMS OF PAYMENT: All payments are due in advance at the beginning of each month of service. Payment may be payable by VISA, MASTERCARD, AMERICAN EXPRESS, Mail cheques, or money order:MarketGround, 96 Highfield Street, Moncton, NB, E1C 6S6. Second Party will be invoiced monthly during contract period set forth on the Insertion Order. Payment shall be made to Moncto.Net within thirty (30) days from the date of invoice. A mounts paid after such date shall bear interest at the rate of 2% per month (or the highest permitted by law, if less); except that amounts that are the subject of good faith dispute by Second Party shall be exempted from interest for a period of thirty (30) days from the date of invoice.

3. Moncton.net shall provide account management support and shall make reasonable efforts to hold monthly account reviews with its customers.

4. During the term of the Agreement Moncton.net shall maintain accurate records in accordance with generally accepted methods of accounting for all transactions which are subject of this Agreement. Costumers may upon request but not more than twice per year and upon no less than thirty (30) days written notice access to such records for the purpose of inspection of their account and only for accounting purposes by an independent accounting firm and only during normal business hours. Such request shall not be unreasonably withheld or denied. The cost of such inspection request shall be borne by customers (yourself), unless the inspection by such accounting firm reveals a variance of five percent (5%) or more from the numbers provided by Moncton.net, in which event the cost of such inspection shall be borne by Moncton.net.

5. CANCELLATION AND TERMINATION

(a) Termination by either yourself or Moncton.net with Cause. This agreement may be terminated at any time by either party: (1) immediately upon notice if the other party: (a) becomes insolvent; (b) due to fraud or theft; files a petition in bankruptcy; or (c) makes an assignment for its creditors (An assignment in which the transfer is complete and leaves the assignor with no interest in the property or right) or (2) thirty (30) days after written notice to Moncton.net of such breaches of it’s obligation under this Agreement in any material respect, which breach is not remedied within such thirty (30) day period.

(b) The provision of the sections as well as any accrued payments obligations shall survive expiration or termination of this Agreement for any reason.

6. LIMITATIONS AN LIABILITY: In the event that Moncton.net used reasonable efforts but fails to publish an advertisement in accordance with the schedule agreed upon pursuant to this Agreement (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the insertion Order), the sole liability of Moncton.net to customer shall be limited to Moncton.net option, either a refund of the advertising fee or placement of the advertisement within a reasonable time frame in a comparable position. In no event shall Moncton.net be responsible for any consequential, special lost profits or other damages arising from any failure to timely publish any advertisement, specials, lost profits or other damages arising from any failure to timely publish any advertisement in accordance with the Insertion Order. Without limiting the foregoing, Moncton.net shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Moncton.net affecting production or delivery in any manner; provided that Customer shall have the right to terminate this Agreement without any further payments obligations on the part of Customer with written notice to Moncton.net in the event that such events occurs and continues for a period of sixty (60) days from the date of the notice.

UNDER NO CIRCUMSTANCES SHALL MONCTON.NET BE LIABLE TO THE CUSTOMERS FOR INDIRECT, INCIDENTAL, LOST INFORMATION, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED, TO LOSS OF REVENUE OR ANTICIPATED PROFITS OR BUSINESS.

7. LIMITATIONS AN LIABILITY: In the event that Moncton.net used reasonable efforts but fails to publish an advertisement in accordance with the schedule agreed upon pursuant to this Agreement (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the insertion Order), the sole liability of Moncton.net to customer shall be limited to Moncton.net option , either a refund of the advertising fee or placement of the advertisement within a reasonable time frame in a comparable position. In no event shall Moncton.net be responsible for any consequential, special lost profits or other damages arising from any failure to timely publish any advertisement, specials, lost profits or other damages arising from any failure to timely publish any advertisement in accordance with the Insertion Order. Without limiting the foregoing, Moncton.net shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Moncton.net affecting production or delivery in any manner; provided that Customer shall have the right to terminate this Agreement without any further payments obligations on the part of Customer with written notice to Moncton.net in the event that such events occurs and continues for a period of sixty (60) days from the date of the notice.

8. YOUR REPRESENTATIONS; INDEMNIFICATION. You represent that you have full authority to enter into this agreement and Insertion Order and that You has the right to publish the contents of the subject advertisements without infringement of any rights of any third party. In consideration of such publication, You at your own expense will indemnify, defend and hold harmless Moncton.net, and it’s employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Moncton.net based on or arising from a claim that (You) content or advertisement as delivered to Moncton.net by You, product produced by You, or any material presented on any site on the Internet produced, maintained, or published by You, infringes in any intellectual property right of any third party or contains any , material or information that is unlawful, obscene, defamers, libelous, slanderous, or that otherwise violates any rights of any person, including, without limitation, rights of publicity, privacy or personality, is negligently performed, or has otherwise results in consumer fraud, product liability or any tort, injury, damage or harm to any person or entity. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Moncton.net in connection with or arising from any such claim, suit, action or proceeding. It is understood and agreed that Moncton.net does not intent and will not be required to edit or review for accuracy or appropriateness any Second Party advertisement or content and that You (Second Party) does not intend and shall not intend and shall not be required to review or investigate the ability or authorization of any supplier or seller of product to You to sell or supply such products.

9. TRADEMARK LICENSE: You retain all rights, and title and interest in and to your own Site www. .com, .net, .ca, .org, .bz its trademarks, service marks and trade names worldwide. You grant Moncton.net a non-exclusive limited license to use its trademarks, service marks, and trade names only in connection with placing links to banner advertising on behalf of you and performing its other advertising and promotional obligations set forth herein. All such use shall be in accordance with your policies regarding trademark usage as provided to Monctton.net by You.

10. PROVISION OF ADVERTISING MATERIAL: You will provide all material for the advertisement (including gif, .jpg) in accordance with Moncton.net policies as provided to you by Moncton.net from time to time, including (without limitation) the manner of transmission to Moncton.net and the time prior to publication of the advertisement. Moncton.net shall not require to publish any advertisement that is not received in accordance with such policies.

11. INTERNATIONAL TRAFFIC: Moncton.net agrees to make reasonable efforts to provide the ability for You to preclude serving banners to users requesting pages from Moncton.net properties who are not located within the Canada Moncton.net shall make reasonable effort to attempt to implement such ability on or before two (2) from the start of the Insertion Order. Moncton.net agrees that it will use utilize any international search engines in its performance hereunder.

12. CONSTRUCTION: The terms of this Agreement may only be modified by written agreement of both parties. NO TERM OR CONDITION PLACED BY YOU IN ASSERTION ORDER SHALL BE BINDING ON Moncton.net UNLESS EXPRESSLY AGREED TO IN WRITING BY Moncton.net. In the event of any conflict or inconsistency between the Insertion Order and this agreement, this Agreement shall control.

13. NO ASSIGNMENT OR RELEASE OF AD SPACE:You agree to not resell, assign or transfer any of its rights hereunder, other than, with Moncton.net prior written consent, to a purchaser of all or substantially all the assets of Your agreement or to any entity which controls or is under common control with Your; provided that Moncton.net agrees that it shall not unreasonably withhold its consent to any such assignment by you, and any attempt to resell, assign or transfer such rights without Moncton.net written consent shall result in immediate termination of this contract, without liability to Moncton.net.

14. MISCELLANEOUS: Notices. All notices, requests and other communications called for by this agreement shall be deemed to have been given immediately if made by telecopy or electronic mail (confirmed by concurrent written notice sent first class Canadian/U.S mail postage prepaid

15. UNDER NO CIRCUMSTANCES WITHOUT PREJUDICEWILL YOU USE OUR NAME (MONCTON.NET) OUR WEBSITE (MONCTON.NET) OR ANY OF OUR EMAIL ADDRESSES OR ITS CONTENT TO ENDORSE PROMOTE YOUR PRODUCTS OR BUSINESS WITHOUT PRIOR WRITTEN CONSENT FROM MONCTON.NET UNDER THE CRIMINAL CODE SECTION 7 (1)

16. Miscellaneous Provisions. This agreement will be governed by and construed in accordance with the laws of the Province of New Brunswick, without reference to conflicts of laws rules, and without regard to its location of execution or performance. If any provision of this Agreement, nor any terms and conditions contained herein may be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. No failure of either party to exercise or enforce any of its right s under this Agreement will act as a waiver of such rights. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subjects matters. This A greement may only be modified, or any rights under It waived, by a written document executed by both parties. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument. Execution and delivery of this Agreement may be evidence by facsimile transmission. In any proceeding or action brought by a party to this Agreement to enforce the terms of this Agreement, the prevailing party shall be entitled to attorney’s fees and expenses. The terms of this Agreement shall be deemed confidential information of Moncton.net and yourself, and neither party shall disclose such information to any third party except to its respective attorneys, accountants, or as required by law to or as otherwise deemed necessary or prudent by counsel solely in order to comply with federal securities.

Advertising Terms and Agreements

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